Exhibit
4.2

    
      


       

      


       

       

      


       

      Rules

       

      of

       

      The Millicom International Cellular
S.A.

       

      Long Term Incentive
Plan

       

      


       

      


       

      


       

      


       

      


       

      Approved by the Compensation
Committee

       

      (upon delegation by the Board of
Directors)

       

      16 June 2009

       

      


       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


      


      Contents

       

      
        	
                1

              	
                Interpretation

              	
                1

              
	
                2

              	
                Grants under the Performance Share
      Plan

              	
                3

              
	
                3

              	
                Performance Conditions Applicable
      to Performance Shares Awards

              	
                5

              
	
                4

              	
                Grants under the Deferred share
      Plan

              	
                6

              
	
                5

              	
                Vesting

              	
                8

              
	
                6

              	
                Cessation of
      employment

              	
                8

              
	
                7

              	
                Corporate
      events

              	
                10

              
	
                8

              	
                Lapse of
    Award

              	
                11

              
	
                9

              	
                Variation of share
      capital

              	
                11

              
	
                10

              	
                Share capital
      limit

              	
                12

              
	
                11

              	
                Shares issued under
      Plan

              	
                12

              
	
                12

              	
                Tax and social security
      withholding

              	
                12

              
	
                13

              	
                Contractual
      rights

              	
                13

              
	
                14

              	
                Administration

              	
                13

              
	
                15

              	
                Amendments

              	
                14

              
	
                16

              	
                Notices

              	
                15

              
	
                17

              	
                Governing law and
      jurisdiction

              	
                15

              
	
                First Schedule: The Holding
      Conditions under the Performance Share Awards

              	 
    
	
                Second Schedule: The Performance
      Conditions for Performance Share Awards

              	 
    
	
                Third schedule: The Vesting
      Schedule for Deferred Share Awards

              	 
    
	
                Fourth schedule: The Grant Size
      Percentages for Performance Share Awards

              	 
    
	
                Fifth schedule: The Grant Size
      Percentages for Deferred Share Awards

              	 
    


      

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      Rules
of the Millicom
International Cellular S.A. Long
Term Incentive Plan

       

      
        	
                1

              	
                Interpretation

              


      

       

      1.1       Definitions

       

      In these Rules,
unless the context otherwise requires, the following words and expressions have
the meanings indicated below.

       

      
        	
                Annual Base
      Salary

              	 	
                The annual gross or net, depending
      on the contractual terms, guaranteed cash amount to which an Eligible Employee is entitled, whether the amount is paid in
      one, 12 or more
      instalments per year,
      excluding
      (for the clarity
      sake) all benefits,
      perquisites, pension allowances, car allowances, housing allowances,
      school fees, variable pay and/or bonus;

              
	 	 	 
	
                Award

              	 	
                a Performance Share Award or a
      Deferred Share Award;

              
	 	 	 
	
                Award
Notice

              	 	
                the notice sent by the Company to
      an Eligible Employee in respect of the grant of an
      Award;

              
	 	 	 
	
                Board

              	 	
                the board of directors of the
      Company;

              
	 	 	 
	
                CEO

              	 	
                the Company's Chief Executive
      Officer;

              
	 	 	 
	
                Company

              	 	
                Millicom International Cellular
      S.A., incorporated under the laws of Luxembourg, registered with the
      Luxembourg Register of Trade and Companies under number B 40630, having
      its registered office located at 15, rue Léon Laval, L-3372 Leudelange,
      Luxembourg;

              
	 	 	 
	
                Compensation
      Committee

              	 	
                the Company's
      Compensation Committee to whom the Board delegated certain authority
      notably with respect to this Plan;

              
	 	 	 
	
                Control

              	 	
                in relation
      to a company, means the power of a person to secure that the affairs of
      that company are conducted in accordance with the wishes of that
      person:

                 

                (a)       
      by means of the
      holding of shares or the possession of voting power in or in relation to
      that or any other company, whether directly or indirectly,
      or

                 

                (b)       
      by virtue of any
      powers conferred by the articles of association or other document
      regulating that or any other company, or by contract or
      otherwise.

              
	 	 	 
	
                Controlling
      Shareholder

              	 	
                Investment AB
      Kinnevik and any of its subsidiaries or affiliates which jointly Control
      the Company;

              
	 	 	 
	
                Deferred
    Share

              	 	
                a Share granted to a Participant
      under the Deferred Share Plan;

              
	 	 	 
	
                Deferred Share
      Award

              	 	
                a conditional right to be granted
      Shares by the Company under Rule 4;

              
	 	 	 
	
                Deferred Share
      Plan

              	 	
                the sub-plan of the Plan which
      provides for the grant of 

              


      

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

       

       

      
        	 	 	
                Deferred Share Awards to Eligible
      Employees;

              
	 	 	 
	
                Eligible
      Employee

              	 	
                a director (other than a
      non-executive director) or a bonafide employee of any member of the
      Group;

              
	 	 	 
	
                Grant Date

              	 	
                the date on which the Award
      granted to the Eligible Employee  is effective as indicated in
      the Award Notice;

              
	 	 	 
	
                Group

              	 	
                the Company and any company under
      the Control of the Company (including joint Control with another company)
      from time to time and “member of the
      Group” shall be
      construed accordingly;

              
	 	 	 
	
                Last Year Annual Base
      Salary

              	 	
                the Annual Base Salary that was
      effectively paid to the Eligible Employee during the immediately preceding
      full calendar year.  For practical reasons the Company
      can in its absolute
      discretion calculate
      the Last Year
      Annual Base Salary by
      multiplying the December monthly guaranteed cash amount of the preceding calendar year
      by 12 or more
      instalments as
      applicable.

              
	 	 	 
	
                Market
Value

              	 	
                of a Share on any day, the closing
      price of a Share as quoted on the Nasdaq Stock Market for the dealing day
      immediately preceding such day

              
	 	 	 
	
                New Annual Base
      Salary

              	 	
                The Annual Base Salary of the
      Eligible Employee as defined end of March of the year of
      grant;

              
	 	 	 
	
                New Hires

              	 	
                Eligible Employees with effective
      employment starting during or after the immediately preceding full
      calendar year but before April 1 of the year of
    grant;

              
	 	 	 
	
                New
    Promotions

              	 	
                Eligible Employees with
      the first date of
      effectiveness of the
      promotion during or after the immediately preceding full calendar year but
      before April 1 of the year of grant;

              
	 	 	 
	
                Participant

              	 	
                an individual who holds a
      subsisting Award or, where the context permits, his legal personal
      representatives;

              
	 	 	 
	
                Performance
      Conditions

              	 	
                the performance conditions which
      determine the extent of Vesting of a Performance Share Award in accordance
      with Rule 3;

              
	 	 	 
	
                Performance
      Period

              	 	
                the period determined by the
      Compensation Committee and specified in the Award Notice over which the
      Performance Conditions normally apply;

              
	 	 	 
	
                Performance Share
      Award

              	 	
                a conditional right to be granted
      Shares by the Company under Rule 2;

              
	 	 	 
	
                Performance Share
      Plan

              	 	
                the sub-plan of the Plan which
      provides for the grant of Performance Share Awards to Eligible
      Employees;

              
	 	 	 
	
                Plan

              	 	
                the Millicom International
      Cellular S.A. Long Term Incentive Plan constituted by these Rules as
      amended from time to time;

              
	 	 	 
	
                Share Grant
      Price

              	 	
                an amount equal to the average of
      the closing prices of a Share, as so quoted on the Nasdaq Stock Market,
      for the three first dealing days of the relevant calendar
      year;

              
	 	 	 
	
                Shares

              	 	
                common shares in the capital of
      the Company with a par value of US $1.50 each, or any securities
      representing

              


      

       

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

      
        	 	 	
                them;

              
	 	 	 
	
                Unrestricted
      Shares

              	 	
                Shares owned by an Eligible
      Employee, including Shares which he has been granted through any employee
      share plan operated by the Company, but excluding any Shares which are
      still subject to restrictions under the terms of any such employee share
      plan;

              
	 	 	 
	
                Variation

              	 	
                any material variation of the
      share capital of the Company, including but without limitation a
      capitalisation issue, rights issue, rights offer and a sub division,
      consolidation or reduction in the capital of the
      Company;

              
	 	 	 
	
                Vest

              	 	
                a Participant becoming, in
      accordance with these Rules, entitled to the Shares subject to an Award
      and “Vested” and “Vesting” shall be construed accordingly;
      and

              
	 	 	 
	
                Vesting
Date

              	 	
                the date when an Award normally
      Vests, pursuant to Rule 5

              


      

       

      1.2       Construction

       

      In these Rules, unless otherwise
specified:

       

      
        	
                (a)

              	
                the contents
      and headings are inserted for ease of reference only and do not affect
      their interpretation;

              


      

       

      
        	
                (b)

              	
                save as
      provided for by law a reference to writing includes any mode of
      reproducing words in a legible form and reduced to paper or electronic
      format or communication including, for the avoidance of doubt,
      correspondence via e-mail;

              


      

       

      
        	
                (c)

              	
                the singular
      includes the plural and vice-versa and the masculine includes the
      feminine; and

              


      

       

      
        	
                (d)

              	
                a reference
      to a statutory provision includes any statutory modification, amendment or
      re-enactment thereof.

              


      

       

      
        	
                2

              	
                Grants
      under the Performance Share Plan

              


      

       

      2.1       Grant
offer

       

      Subject to these
Rules, the Compensation Committee shall determine in its absolute discretion
during which calendar year an offer for the grant of Performance Share Awards
shall be made, the Eligible Employees to whom such offer shall be made and the
terms governing the offer for the grant of such Awards.

       

      2.2       Grant
Size

       

      As a rule, the
grant size will be determined by the Compensation Committee as a percentage of
Last Year Annual Base Salary and will be on a nominative basis or on a job title
or job level basis.  The percentage will be applied to the New Annual
Base Salary.  The percentages will be determined by the Compensation
Committee at its absolute discretion from time to time.  The initial
percentages are set out in the Fourth Schedule to these Rules.

       

      New Hires and New
Promotions will be taken into consideration without a pro rata
applied.  Eligible Employees with effective employment date after 31
March of the year of grant will 

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

       

      not
participate.  Promotions of Eligible Employees after 31 March of the
year of grant will not be taken into consideration.

       

      2.3       Individual
limit

       

      No offer for the
grant of a Performance Share Award shall be made to an Eligible Employee if as a
result:

       

      
        	
                (a)

              	
                the aggregate
      Share Grant Price of the Shares subject to all Share Awards to be granted
      to him during the same calendar year under the Plan (taking the Share
      Grant Price at the Grant Date for each Award) would exceed 200 per cent of
      his New Annual Base Salary, or

              


      

       

      
        	
                (b)

              	
                the share
      capital limit in Rule 10 would be
exceeded.

              


      

       

      2.4       Procedure
for grant of Awards and Grant Date

       

      Except in case the
Compensation Committee determines the size of the grant to a named Eligible
Employee, within the rules of this Plan and within the limits of the grant size
defined as a percentage by the Compensation Committee, the CEO of the Company
shall have the discretionary power to decide whether a grant offer will be made
to an Eligible Employee, including New Hires and New Promotions,.

       

      With the timing at
the discretion of the CEO, the Company shall inform such Eligible Employee by a
notice in writing of such offer in accordance with rule 2.5.

       

      The offer for the
grant of the Performance Share Award will automatically be considered as
accepted by the Eligible Employee unless refused in writing by such Eligible
Employee within 28 calendar days after the notice has been given to the Eligible
Employee (as determined in accordance with Rule 16.1). 

       

      2.5       Contents
of Award Notice

       

      An Award Notice for
a Performance Share Award shall specify the following:

       

      
        	
                (a)

              	
                the Grant
      Date;

              


      

       

      
        	
                (b)

              	
                the number of
      Shares subject to the Award;

              


      

       

      
        	
                (c)

              	
                the date on
      which the Award will normally Vest, which shall be on January 1 of the
      third year following the year of grant
and

              


      

       

      
        	
                (d)

              	
                the
      Performance Period, the Performance Conditions and any further conditions
      applicable to the Award.

              


      

       

      2.6       Right
to refuse Awards

       

      In the event that
an Eligible Employee, to whom an offer for the grant of a Performance Share
Award is made, refuses such offer for whatever reason within the period set out
in rule 2.4, the Award shall automatically and without exception be treated, for
the purpose of the Plan, as never having been granted. For the avoidance of
doubt, no consideration shall be due from the Company to the Eligible Employee
for any such refusal.

       

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

       

      2.7       Awards
non-transferable

       

      A Performance Share
Award shall be personal to the Participant and, subject to Rule 6.2, shall not
be capable of being transferred, charged or otherwise alienated and shall lapse
immediately if the Participant purports to transfer, charge or otherwise
alienate the Award.

       

      2.8       Participant’s
rights over Shares subject to Performance Share Award

       

      For the avoidance
of doubt, a Participant shall not become the legal or beneficial owner of the
Shares subject to his Performance Share Award until such Shares are issued or
transferred to him (or his nominee) by or on behalf of the Company, and until
that date the Participant shall not be entitled to any voting, dividend,
transfer or other rights attaching to the Shares subject to such
Award.

       

      2.9       Holding
period

       

      Any Shares issued
or transferred to a Participant (or his nominee) under a Performance Share Award
may be subject to a holding condition as determined by the Compensation
Committee at its absolute discretion from time to time. The initial holding
conditions are set out in the First Schedule to these Rules.

       

      
        	
                3

              	
                Performance
      Conditions Applicable to Performance Shares
  Awards

              


      

       

      3.1       Imposition
of Performance Conditions

       

      On the grant of a
Performance Share Award, the Compensation Committee shall impose Performance
Conditions and any further conditions on Vesting which the Compensation
Committee determines to be appropriate.  Such conditions shall be set
out in, or attached in the form of a schedule to the Award
Notice.  The initial Performance Conditions for the first Performance
Share Awards shall be those set out in the Second Schedule to these
Rules.  The Compensation Committee may change the Performance
Conditions subject t Rule 3.2.

       

      3.2       Substitution,
variation or waiver of Performance Conditions

       

      If an event occurs
which causes the Compensation Committee to consider that the Performance
Conditions or any further conditions imposed under Rule 3.1, subject to which an
Award has been granted, are no longer appropriate, the Compensation Committee
may substitute, vary or waive the terms and conditions with respect to the
Performance Conditions or the further conditions in such manner as:

       

      
        	
                (a)

              	
                is reasonable
      in the circumstances;

              


      

       

      
        	
                (b)

              	
                the
      Performance Conditions remain challenging and are aligned with the
      interests of the Company; and

              


      

       

      
        	
                (c)

              	
                except in the
      case of waiver, produces a fairer measure of performance and is not
      materially less difficult to satisfy than were the Performance Conditions
      immediately before such event
occurred.

              


      

       

      The Award shall
then take effect with respect to the Performance Conditions or the further
conditions as so substituted, varied or waived.

       

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

       

      3.3       Notification
of Participants

       

      The Company shall,
as soon as reasonably practicable, notify each Participant concerned of any
substitution, variation or waiver of the Performance Conditions or further
conditions made by the Compensation Committee under Rule 3.2 and explain how it
affects his Award.

       

      
        	
                4

              	
                Grants
      under the Deferred share Plan

              


      

       

      4.1       Invitation
decisions

       

      Subject to these
Rules, the Compensation Committee shall determine in its absolute discretion
when an offer for the grant of Deferred Share Awards shall be made, the Eligible
Employees to whom such offer shall be made and the terms governing the offer for
the grant of such Awards.

       

      4.2       Grant
Size

       

      As a rule, the
grant size will be determined by the Compensation Committee as a percentage of
Last Year Annual Base Salary and will be on a nominative basis or on a job title
or job level basis.  The percentage will be applied to the Last Year
Annual Base Salary.  The percentages will be determined by the
Compensation Committee at its absolute discretion from time to
time.  The initial percentages are set out in the Fifth Schedule to
these Rules.

       

      Except in case the
Compensation Committee provides for an exception, New Hires with an effective
employment date after the last calendar year will not
participate.  New Hires with an effective employment date during the
last calendar year will participate on a pro rata basis since the percentage is
applied to Last Year Annual Base Salary.  New Promotions after the
last calendar year will not be taken into consideration.  New Promotions
during the last calendar year will be taken into consideration but Last Year
Annual Base Salary will be used.

       

      4.3       Individual
limit

       

      No offer for the
grant of a Deferred Share Award shall be made to an Eligible Employee if as a
result:

       

      
        	
                (a)

              	
                the aggregate
      Share Grant Price of the Shares subject to all Share Awards to be granted
      to him during the same calendar year under the Plan (taking the Share
      Grant Price at the Grant Date for each Award) would exceed 200 per cent of
      his New Annual Base Salary, or

              


      

       

      
        	
                (b)

              	
                the share
      capital limit in Rule 10 would be
exceeded.

              


      

       

      


       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

       

       

      4.4       Procedure
for grant of Awards and Grant Date

       

      Except in case the
Compensation Committee determines the size of the grant to a named Eligible
Employee, within the rules of this Plan and within the limits of the grant size
defined as a percentage by the Compensation Committee, the CEO of the Company
shall have the discretionary power to decide whether a grant offer will be made
to an Eligible Employee, including New Hires and New Promotions,.

       

      With the timing at
the discretion of the CEO, the Company shall inform such Eligible Employee by a
notice in writing of such offer in accordance with rule 4.5.

       

      The offer for the
grant of the Deferred Share Award will automatically be considered as accepted
by the Eligible Employee unless refused in writing by such Eligible Employee
within 28 calendar days after the notice has been given to the Eligible Employee
(as determined in accordance with Rule 16.1).

       

      4.5       Contents
of Award Notice

       

      
        	
                 
      

              	
                An Award
      Notice for a Deferred Share Award shall specify the
    following:

              


      

       

      
        	
                (a)

              	
                the Grant
      Date;

              


      

       

      
        	
                (b)

              	
                the number of
      Shares subject to the Award;

              


      

       

      
        	
                (c)

              	
                the dates on
      which the Award will normally Vest which shall be spread out over a three
      years period  ending on January 1 of the third year following
      the year of grant in accordance with the vesting scheme as defined by the
      Compensation Committee and as set out in the third Schedule  to
      these Rules and possibly amended by new Schedules on a year by year basis;
      and

              


      

       

      
        	
                (d)

              	
                any further
      conditions applicable to the Award.

              


      

       

      4.6       Right
to refuse Awards

       

      In the event that
an Eligible Employee to whom an offer for the grant of a Deferred Share Award is
made refuses such offer for whatever reason within the period set out in rule
3.3, the Award shall automatically and without exception be treated, for the
purpose of the Plan, as never having been granted. For the avoidance of doubt,
no consideration shall be due from the Company to the Eligible Employee for any
such refusal.

       

      4.7       Awards
non-transferable

       

      A Deferred Share
Award shall be personal to the Participant and, subject to Rule 6.2, shall not
be capable of being transferred, charged or otherwise alienated and shall lapse
immediately if the Participant purports to transfer, charge or otherwise
alienate the Award.

       

      4.8       Participant’s
rights over Shares subject to Deferred Share Award

       

      For the avoidance
of doubt, a Participant shall not become the legal or beneficial owner of the
Shares subject to his Deferred Share Award until such Shares are issued or
transferred to him (or his nominee) by or on behalf of the Company, and until
that date the Participant 

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

       

      shall not be
entitled to any voting, dividend, transfer or other rights attaching to the
Shares subject to such Award.

       

      
        	
                5

              	
                Vesting

              


      

       

      5.1       Vesting
of Awards

       

      Subject to Rules 6
and 7, an Award shall Vest on the normal Vesting Date specified on the Award
Notice. For Performance Share Awards, the number of Shares in respect of which
the Award Vests shall be determined by the Compensation Committee as soon as
practicable in accordance with the Performance Conditions and any further
conditions imposed under Rule 3.1, in their original form or as substituted or
varied from time to time. To the extent that a Performance Share Award has not
Vested on the Vesting Date, it shall lapse immediately. The Participant shall
become irrevocably entitled to the Shares subject to an Award to the extent that
the Award has Vested. Deferred Share Awards shall Vest in accordance with the
rules in the Vesting schedule for the Deferred Shares Awards is outlined in the
Third Schedule to these Rules.

       

      5.2       Delivery
of Shares

       

      Subject to any
necessary consents, the execution of any relevant agreements or documents by the
Participant, as determined by the Compensation Committee, and to compliance by
the Participant with these Rules, the Company shall, as soon as reasonably
practicable and in any event not later than 90 calendar days after the Vesting
Date of an Award, issue to the Participant, or procure the transfer to the
Participant of, the number of Shares in respect of which the Award has Vested
(subject to rule 12). In case of the Shares being issued to the Participant, the
par value of the Shares will be fully paid up by way of capitalisation of
available reserves of the Company.

       

      Should the Company
not have been able to issue the Shares to the Participant in accordance with the
above and in the time frame of 90 calendar days after the Vesting Date of an
Award because the relevant Participant has not timely executed any relevant
agreements or documents as determined by the Compensation Committee, the
relevant Award shall automatically and without exception be treated, for the
purpose of the Plan, as never having been granted. For the avoidance of doubt,
no consideration shall be due from the Company to the Eligible Employee in any
such situation.

       

      
        	
                6

              	
                Cessation
      of employment

              


      

       

      6.1       General
rule

       

      Subject to the
remainder of this Rule 6, an Award may Vest only while the Participant holds an
office or employment within the Group and, if a Participant resigns, is
dismissed or ceases to hold any such office or employment for any other reason,
any Award granted to him which has not Vested shall lapse
immediately.  Except where such cessation is for one of the reasons
mentioned in Rule 6.2 or 6.3, the Participant shall be deemed to cease to hold
such office or employment on the date when he or his employer gives written
notice of such cessation.

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

       

       

      6.2       Death

       

      Notwithstanding
Rules 5.1 and 6.1, if a Participant dies before his Award has Vested the Award
shall Vest immediately. The number of Shares in respect of which the Award Vests
shall be determined by the Compensation Committee as soon as practicable taking
account (i) for any Performance Share Award, the Performance Conditions and any
other conditions imposed under Rule 3.1 and shall be reduced pro rata to the
proportion of the Performance Period which has elapsed at the date of the
Participant’s death, and (ii) for any Deferred Shares Award, the vesting
schedule outlined in the Third Schedule to these Rules.

       

      The Company shall
issue or procure the transfer to the Participant’s legal personal
representatives in accordance with Rule 5.2 (and, if applicable, Rule 12) the
number of Shares in respect of which the Award has Vested.

       

      6.3       Injury,
disability, retirement etc

       

      Notwithstanding
Rules 5.1 and 6.1, if a Participant ceases to hold any office or employment
within the Group before his Award has Vested by reason of:

       

      
        	
                (a)

              	
                injury, ill
      health or disability;

              


      

       

      
        	
                (b)

              	
                early
      retirement;

              


      

       

      
        	
                (c)

              	
                retirement at
      or after the age at which he is entitled to retire under the applicable
      legislation;

              


      

       

      
        	
                (d)

              	
                the
      Participant being employed by a company which ceases to be a member of the
      Group;

              


      

       

      
        	
                (e)

              	
                the
      Participant being employed in an undertaking or part of an undertaking
      which is transferred to a person who is not a member of the Group;
      or

              


      

       

      
        	
                (f)

              	
                any other
      special circumstances, at the discretion of the Compensation
      Committee

              


      

       

      the Award shall
Vest on a date determined by the Compensation Committee, which shall be no
earlier than the date of such cessation and no later than the normal Vesting
Date specified in the Award Agreement.  The number of Shares in
respect of which the Performance Share Award Vests shall be determined by the
Compensation Committee as soon as practicable taking account of the Performance
Conditions and any other conditions imposed under Rule 4.1 and shall be reduced
pro rata to the proportion of the Performance Period which has elapsed at the
date of such cessation. The number of Shares in respect of which the Deferred
Share Award Vests shall be determined by the Compensation Committee in
accordance with the Vesting schedule for the Deferred Shares Awards outlined in
the Third Schedule to these Rules.

       

      The Company shall
issue to the Participant, or procure the transfer to the Participant of, the
number of Shares in respect of which the Award has Vested, in accordance with
Rule 5.2 (and, if applicable, Rule 12).

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

       

      
        	
                7

              	
                Corporate
      events

              


      

       

      7.1       General
offer for Company

       

      Notwithstanding
Rule 5.1 but subject to Rule 7.2, if in the judgement of the Compensation
Committee, the Control of the Company changes, all Awards shall Vest with effect
immediately before such change of Control occurs.  The number of
Shares in respect of which each Performance Share Award Vests shall be
determined by the Compensation Committee as soon as practicable taking account
of the Performance Conditions and any other conditions imposed under Rule 4.1
and shall be reduced pro rata to the proportion of the Performance Period which
has elapsed at the date when such Control is obtained. The number of Shares in
respect of which the Deferred Share Award Vests shall be determined by the
Compensation Committee in accordance with the Vesting schedule for the Deferred
Shares Awards outlined in the Third Schedule to these Rules.

       

      If the change of
Control is made by way of the absorption of the Company by another company or
entity, by means of a legal merger or otherwise, the Compensation Committee may
resolve that an Award shall not Vest in accordance with the previous paragraph,
subject to the Compensation Committee instead procuring that the Award be
replaced by the grant of an award over shares in such company or entity, which,
in the opinion of the Compensation Committee, is substantially equivalent, in
value and in terms and conditions, to the Award, it being understood that such
undertaking shall be assigned to the absorbing company or entity.

       

      If all or
substantially all the assets and liabilities of the Company are transferred to
one (or more) company or entity, which is not under the Control of the
Controlling Shareholder, the Compensation Committee may resolve that all Awards
shall Vest in accordance with the first paragraph of this Rule
7.1.  Alternatively, the Compensation Committee may resolve that an
Award shall not Vest, but that instead it shall procure that the Award be
replaced by the grant of an award over shares in such other company or entity,
which, in the opinion of the Compensation Committee, is substantially
equivalent, in value and in terms and conditions, to the Award, it being
understood that such undertaking shall be assigned to the absorbing company or
entity.

       

      The Company shall
issue to the Participant, or procure the transfer to the Participant of, the
number of Shares in respect of which the Award has Vested, in accordance with
Rule 5.2.

       

      7.2       Reorganisation
not involving a change in Control

       

      If as a consequence
of a reorganisation, (i) a company (or a similar entity) owns more than 90 per
cent of the Shares of the Company, and (ii) the Controlling Shareholder still
has Control of the Company, the Compensation Committee may resolve that all
Awards shall Vest immediately in accordance with the terms of Rule 7.1. If all
the Awards do not Vest immediately, the Compensation Committee shall procure
that all the Awards be replaced by the grant of an awards over shares in the
company (or similar entity) owning more than 90 per cent of the Shares of the
Company, which, in the opinion of the Compensation Committee, is substantially
equivalent, in value and in terms and conditions, to the Awards.

       

      In the event that
as a consequence of a reorganisation, (i) (a) the Company is absorbed by another
company by means of a legal merger or otherwise or (b) the Company is divided
into two or more companies (or similar entities) by means of a legal de-merger,
a contribution of all its assets and liabilities or otherwise, (ii) the Award
Agreements are assigned to any of this/these companies or other entities and
(iii) the Controlling Shareholder has Control of this/these companies or other
entities, the Compensation Committee shall 

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

       

      make reasonable
efforts to procure that all the Awards be replaced by the grant of an award over
shares in this/these company or entity, which, in the opinion of the
Compensation Committee, is substantially equivalent, in value and in terms and
conditions, to the Awards, it being understood that such undertaking shall be
assigned to this/these company or entity by the Company together with its assets
and liabilities.

       

      7.3       Notification
of Participants

       

      The Compensation
Committee shall, as soon as reasonably practicable, notify each Participant of
the occurrence, or the likely occurrence, of any of the events referred to in
this Rule 7 and explain how this affects his Award.

       

      
        	
                8

              	
                Lapse
      of Award

              


      

       

      An Award shall
lapse on the earliest of:

       

      
        	
                (a)

              	
                the
      Compensation Committee determining that the Performance Conditions or any
      further conditions imposed under Rule 4.1 have not been satisfied neither
      in whole nor in part in relation to any Performance Share Award and can no
      longer be satisfied either in whole or in
part;

              


      

       

      
        	
                (b)

              	
                subject to
      Rule 6, the Participant ceasing to hold an office or employment within the
      Group;

              


      

       

      
        	
                (c)

              	
                the
      replacement of the Award under Rule 7 (for the avoidance of doubt, this
      paragraph will not cause any replacement award to
  lapse);

              


      

       

      
        	
                (d)

              	
                the date on
      which a resolution is passed or an order is made by the court for the
      winding up of the Company;

              


      

       

      
        	
                (e)

              	
                the date on
      which the Participant becomes bankrupt, enters into a compromise with his
      creditors generally or purports to transfer, charge or otherwise alienate
      the Award;

              


      

       

      
        	
                (f)

              	
                any other
      event set out in these Rules.

              


      

       

      
        	
                9

              	
                Variation
      of share capital

              


      

       

      9.1       Power
to amend Award

       

      In the event of a
Variation or the payment of a dividend by the Company, the terms of any
outstanding Award may be amended in such manner with respect to the number of
Shares subject to the Award as the Compensation Committee shall determine to be
fair and reasonable, having consulted the Company’s professional advisers as
appropriate.

       

      9.2       Notification
of Participants

       

      The Compensation
Committee shall, as soon as reasonably practicable, notify each Participant of
any adjustment made under this Rule 9 and explain how this affects his
Award.

       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

       

      
        	
                10

              	
                Share
      capital limit

              


      

       

      10.1     Limit
to number of new Shares

       

      An Award may not be
granted if the result would be that the aggregate number of Shares issued or
issuable under Awards granted under the Plan would exceed 5 million Shares
(adjusted for any Variations).

       

      10.2     Clarification
of limit

       

      For the purpose of
the limits contained in Rule 10.1:

       

      
        	
                (a)

              	
                there shall
      be disregarded any Shares which have been purchased, or the Compensation
      Committee has determined will be purchased, in order to satisfy an
      Award;

              


      

       

      
        	
                (b)

              	
                there shall
      be disregarded any Shares subject to an Award which has lapsed, been
      renounced or otherwise become incapable of Vesting;
  and

              


      

       

      
        	
                (c)

              	
                any Shares
      issued to a Participant following the Vesting of an Award shall be taken
      into account once only (when the Award is granted) and shall not fall out
      of account when the Shares are issued to the
  Participant.

              


      

       

      
        	
                11

              	
                Shares
      issued under Plan

              


      

       

      11.1     Rights
attaching to Shares

       

      All Shares issued
to Participants under the Plan (whether directly to the Participant or
indirectly via a trustee or other intermediary) shall, as to voting, dividend,
transfer and other rights, including those arising on a liquidation of the
Company, rank equally in all respects and as one class with the Shares of the
same class in issue at the date of issue save as regards any rights attaching to
such shares by reference to a record date prior to the date of such
issue.

       

      11.2     Availability
of Shares

       

      The Board shall
make reasonable efforts to, at all times, have the authority under the articles
of association of the Company to (i) issue Shares to satisfy all Awards which
the Compensation Committee has determined will be satisfied by the issue of
Shares (whether directly to the Participant or indirectly via a trustee or other
intermediary) and (ii) to waive the preferential subscription rights of the
existing shareholders of the Company with respect to the issue of Shares to
satisfy the grant of any such Awards by the Company.  Prior to making
an Award which will be satisfied by the transfer of Shares, the Compensation
Committee shall ensure that the Company has obtained the agreement of a trustee
or other intermediary on the procedures for funding the acquisition of and
delivery of such Shares.

       

      
        	
                12

              	
                Tax
      and social security withholding

              


      

       

      Where, in relation
to an Award granted under the Plan to a Participant the size of which has been
proportional to an Annual Base Salary determined by reference to the annual
gross cash amount paid to the Participant, a member of the Group is liable, or
is in accordance with current practice believed by the Company to be liable, to
account to any revenue or other authority for any sum in respect of any tax or
social security liability of the Participant, the number of Shares subject to an
Award which has Vested to be issued to the Participant 

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

       

      shall be decreased
by such a number of Shares the aggregate  Market Value of which equal
an amount sufficient to discharge the liability. Alternatively, the Participant
may, by agreement with the member of the Group, enter into some other
arrangement to ensure that such amount is available to the Group (whether by
authorising the sale of some or all of the Shares subject to his Award and the
payment to the member of the Group of the requisite amount out of the proceeds
of sale or otherwise).

       

      Where, in relation
to an Award granted under the Plan to a Participant the size of which has been
proportional to an Annual Base Salary determined by reference to the annual net
cash amount paid to the Participant, a member of the Group or the Participant is
liable, or is in accordance with current practice believed by the Company to be
liable, to account to any revenue or other authority for any sum in respect of
any tax or social security liability of the Participant, the relevant member of
the Group or the Company will discharge this liability.

       

      
        	
                13

              	
                Contractual
      rights

              


      

       

      Notwithstanding any
other provision of the Plan:

       

      
        	
                (a)

              	
                the Plan
      shall not form part of any contract of employment between any member of
      the Group and an Eligible Employee;

              


      

       

      
        	
                (b)

              	
                unless
      expressly so provided in his contract of employment, an Eligible Employee
      has no right to be granted an
Award;

              


      

       

      
        	
                (c)

              	
                the benefit
      to an Eligible Employee of participation in the Plan (including, in
      particular but not by way of limitation, any Awards held by him) shall not
      form any part of his remuneration or count as his remuneration for the
      purpose of any employer’s contribution to any pension or other benefit
      scheme operated by a member of the Group;
and

              


      

       

      
        	
                (d)

              	
                if an
      Eligible Employee ceases to hold an office or employment within the Group,
      he shall not be entitled to compensation for the loss of any right or
      benefit or prospective right or benefit under the Plan (including, in
      particular but not by way of limitation, any Awards held by him which
      lapse by reason of his ceasing to hold an office or employment within the
      Group) whether by way of damages for unfair dismissal, wrongful dismissal,
      breach of contract or otherwise.

              


      

       

      By accepting the
grant of an Award and not renouncing it, a Participant is deemed to have agreed
to the provisions of this Rule 13.

       

      
        	
                14

              	
                Administration

              


      

       

      14.1     Compensation
Committee responsible for administration

       

      The Compensation
Committee shall be responsible for, and shall have the conduct and the
administration of the Plan. The Compensation Committee may from time to time
make or amend regulations for the administration of the Plan provided that such
regulations shall not be inconsistent with these Rules.

       

      14.2     Compensation
Committee’s decision final and binding

       

      The decision of the
Compensation Committee shall be final and binding in all matters relating to the
conduct and administration of the Plan, including but not limited to the


       

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

       

      resolution of any
dispute concerning, or any inconsistency or ambiguity in, these Rules or any
document used in connection with the Plan.

       

      14.3     Discretionary
nature of Awards

       

      All Awards shall be
granted entirely at the discretion of the Compensation Committee.

       

      14.4     Provision
of information

       

      The Participant
shall provide to a member of the Group as soon as reasonably practicable such
information as the member of the Group reasonably requests for the purpose of
complying with its tax and social security withholding and reporting
obligations.

       

      14.5     Shareholder
communications

       

      The Company may
send to Participants copies of any notice or other document sent by the Company
to its shareholders generally without being however obliged to do
so.

       

      14.6     Costs

       

      The costs of
introducing, conducting and administering the Plan shall be met by the Company.
The Company shall be entitled, if it wishes, in its absolute discretion, to
charge an appropriate part of such costs to another member of the Group. The
Company shall also be entitled, if it wishes, in its absolute discretion, to
charge to another member of the Group the cost of issuing Shares under the Plan
to a Participant employed by that member as well as the aggregate Share Grant
Price of the Shares issued under the Plan to a Participant employed by that
member.

       

      14.7     Variation
of Plan for foreign territories

       

      The Compensation
Committee may make such modifications to the Plan as are necessary or expedient
to take account of local tax, exchange control, securities laws or other
regulations in any jurisdiction (a “Modified Plan”).  The limit on the
number of Shares which may be subject to Awards as set out in Rule 10 shall
apply so as to limit the number of Shares which may be made subject to Awards
granted under a Modified Plan and Shares subject to Awards granted under a
Modified Plan shall be included for the purpose of the limit set out in Rule
10.

       

      
        	
                15

              	
                Amendments

              


      

       

      15.1     Power
to amend Rules

       

      The Compensation
Committee may from time to time amend these Rules.  No such amendment
shall adversely affect the rights of an existing Participant, except as provided
herein, including notably in Rule 15.2.

       

      15.2     Rights
of existing Participants

       

      Without prejudice
to the terms of Rule 4.2, the Compensation Committee may resolve to propose to
amend the terms of an Award Agreement to which a Participant is a
party.  The proposal shall be made by notice in writing to the
Participant and such notice shall specify the period within which the
Participant must accept or refuse the proposal.

       

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

       

      If the Company has
not received from the Participant a written notice pursuant to which the
proposal is accepted or rejected before or on the last day of the period of
acceptance, the Participant will be deemed to have rejected the
proposal.

       

      If the Participant
rejects the proposal, the Company shall have the right to terminate the Award
Agreement to which the Participant is a party, with immediate effect, within a
period of 6 months starting on the last day of the period of
acceptance.

       

      If the Participant
accepts the proposal, the Award shall then take effect subject to terms and
conditions of the Award Agreement as amended in accordance with this Rule
15.2.

       

      
        	
                16

              	
                Notices

              


      

       

      16.1     Notice
by Company

       

      Save as provided
for by law any notice, document or other communication given by, or on behalf
of, the Company to any person in connection with the Plan shall be deemed to
have been duly given if delivered by hand or sent by e-mail or fax to him at his
place of work, if he is employed within the Group if sent by e-mail to such
e-mail address as may be specified from time to time, or sent through the post
in a pre-paid envelope to the postal address last known to the Company to be his
address and, if so sent, shall be deemed to have been duly given on the third
calendar day after the date of posting.

       

      16.2     Deceased
Participants

       

      Save as provided
for by law any notice, document or other communication so sent to a Participant
shall be deemed to have been duly given notwithstanding that such Participant is
then deceased (and whether or not the Company has notice of his death) except
where his personal representatives have established their title to the
satisfaction of the Company and supplied to the Company an e-mail or postal
address to which notices, documents and other communications are to be
sent.

       

      16.3     Notice
to Company

       

      Save as provided
for by law any notice, document or other communication given to the Company in
connection with the Plan shall be delivered by hand or sent by e-mail, fax or
post to the Company Secretary at the Company’s registered office or such other
e-mail or postal address as may from time to time be notified to Participants
but shall not in any event be duly given unless it is actually received at the
registered office or such e-mail or postal address.

       

      
        	
                17

              	
                Governing
      law and jurisdiction

              


      

       

      The formation,
existence, construction, performance, validity and all aspects whatsoever of the
Plan, any term of the Plan and any Award granted under it shall be governed by
the laws of the Grand-Duchy of Luxembourg.  The courts of Luxembourg
City shall have jurisdiction to settle any dispute which may arise out of, or in
connection with, the Plan.

       

    

     

     

    15